Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Entry into a Material Definitive Agreement

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Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement

On March 20, 2017 Neuralstem, Inc. (the Company) entered into a
letter agreement with Sabby Healthcare Master Fund, Ltd. and
Sabby Volatility Master Fund, Ltd. (collectively, the Sabby
Entities) with respect to the issuance to the Sabby Entities of
one (1) inducement warrant (Inducement Warrant) for every three
(3) shares purchased upon exercise of outstanding common stock
purchase warrants issued on May 6, 2016 in the Companys
registered offering and with a current exercise price of $3.25
per share (the Warrants). The Sabby Entities collectively own,
692,309 Warrants and agree to exercise all of the Warrants over a
two (2) day period beginning March 20, 2017 and ending at 12:00
p.m. Eastern Time on March 22, 2017.

The Inducement Warrants shall have (i) an issuance date of March
20, 2017, (ii) a term of one (1) year, and (iii) an exercise
price equal to $5.80. The Inducement Warrants contain provisions
providing for an adjustment in the underlying number of shares
and exercise price in the event of stock splits or dividends,
subsequent rights offerings, pro rata distributions, and
fundamental transactions. The Company is obligated to file a
resale registration statement for the resale of the shares
underlying the Inducement Warrants and have it declared effective
prior to the release of Phase II data related to the Companys
current clinical trial for NSI-189. In the event that the
registration statement is not declared effective by such time,
the Company will pay, in cash, as liquidated damages and not as a
penalty, an amount equal to 2% of the exercise price, per month
for each 30 day period (pro rata on a daily basis if less than 30
days) that the registration statement is not declared effective
within the time period set forth above. In the event that the
shares underlying the Inducement Warrants are not subject to an
effective registration statement at the time of exercise, the
Inducement Warrants may be exercised on a cashless basis at any
time after six (6) months from the issuance date. A copy of the
form of Inducement Warrant is attached to this report as Exhibit
4.01

The Company further agrees that until five (5) trading days after
March 20, 2017, it will not enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of
common stock or securities convertible into common stock of the
Company.

Furthermore, the Company agrees not to offer any terms or
consideration to any other Warrant holder that are more favorable
to such holder than the terms contained in the letter agreement
described above without the prior approval of the Sabby Entities.
Such determination as to whether the terms or conditions are more
favorable to another holder is at the sole discretion of the
Sabby Entities.

The foregoing description of the letter agreement does not
purport to be completed and is qualified in its entirety by
reference to the full text of the letter agreement, a copy of
which is attached to this current report as Exhibit 10.01.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this current report on
Form 8-K is incorporated herein by reference in its entirety The
issuance of securities described in Item 1.01 was made in
reliance upon an exemption from the registration requirements to
Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.01 Form of Inducement Warrant
10.01 Letter Agreement for Warrant Exercises



About Neuralstem, Inc. (NASDAQ:CUR)

Neuralstem, Inc. (Neuralstem) is a clinical-stage biopharmaceutical company. The Company is engaged in research, development and commercialization of central nervous system therapies based on its human neuronal stem cells and its stem-cell derived small molecule compounds. The Company has approximately three assets: its NSI-189 small molecule program, its NSI-566 stem cell therapy program and its chemical entity screening platform. The Company’s technology allows the commercial-scale production of multiple types of central nervous system stem cells, which are under development for the treatment of central nervous system diseases and conditions. The Company is developing NSI-189 for the treatment of major depressive disorder (MDD) and other psychiatric and/or cognitive impairment indications associated with hippocampal atrophy. The Company’s NSI-566 is indicated for amyotrophic lateral sclerosis (ALS), chronic spinal cord injury and motor deficits due to ischemic stroke.

Neuralstem, Inc. (NASDAQ:CUR) Recent Trading Information

Neuralstem, Inc. (NASDAQ:CUR) closed its last trading session up +0.04 at 5.84 with 114,174 shares trading hands.

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